Exhibit 99.1

TOP KINGWIN LTD

32F, Block B, Zhongzhou Holding Financial Center,

Intersection of Houhai Avenue and Haide 1st Road,

Nanshan District, Shenzhen, Guangdong Province, China

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 31, 2026

TO THE SHAREHOLDERS OF TOP KINGWIN LTD:

Notice is hereby given that Top KingWin Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company” or “WAI”), will hold its extraordinary general meeting of shareholders at 9:00 A.M., Eastern Time, on August 31, 2026 (the “Extraordinary Meeting” or the “Meeting”) at 32F, Block B, Zhongzhou Holding Financial Center, Intersection of Houhai Avenue and Haide 1^st Road, Nanshan District, Shenzhen, Guangdong Province, China for the purpose of considering and if thought fit, passing the following resolutions:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

Only shareholders at the close of business on July 17, 2026, Eastern Time (the “Record Date”) can vote at the Extraordinary Meeting or at any adjournment that may take place.  

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if at least two holders of the class A ordinary shares, par value of USD0.0625 each (“Class A Ordinary Shares”) and class B ordinary shares, par value of USD0.0625 each (“Class B Ordinary Shares”), voting together as a single class, entitled to vote at the Extraordinary Meeting are represented in person or by proxy. If a quorum is not present within 15 minutes of the time appointed for the Extraordinary Meeting, then the Extraordinary Meeting shall stand adjourned to the same time and place seven days hence, or to such time and (where applicable) such place as is determined by the directors of the Company in accordance with the provisions of our existing articles of association.

On the Record Date, we had 2,865,936 Class A Ordinary Shares and 139,942 Class B Ordinary Shares outstanding and entitled to vote. Each holder of record of Class A Ordinary Shares on that date will be entitled to one (1) vote for each share held on all matters to be voted upon. Each holder of record of Class B Ordinary Shares on that date will be entitled to forty (40) votes for each share held on all matters to be voted upon.

We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary Meeting and at any adjournments or postponements of the Extraordinary Meeting.

We cordially invite all shareholders to attend the Extraordinary Meeting in person. However, shareholders entitled to attend and vote are also entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a shareholder of the Company and whether or not you expect to attend the Extraordinary Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Extraordinary Meeting.  If you send in your form of proxy and then decide to attend the Extraordinary Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the notice. Whether or not you plan to attend the Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary Meeting. If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the Extraordinary Meeting.

I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING NOTICE OR PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE NOTICE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TOP KINGWIN LTD

NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS

GENERAL

Top KingWin Ltd, a Cayman Islands company (the “Company”), is holding an Extraordinary General Meeting of shareholders on August 31, 2026 at 9:00 a.m., Eastern Time, or at any adjournment or postponement thereof (the “Extraordinary Meeting”). The Extraordinary Meeting will be held at 32F, Block B, Zhongzhou Holding Financial Center, Intersection of Houhai Avenue and Haide 1st Road, Nanshan District, Shenzhen, Guangdong Province, China.

RECORD DATE, SHARE OWNERSHIP AND QUORUM

Holders of Class A ordinary shares, par value US$0.0625 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value US$0.0625 per share (the “Class B Ordinary Shares”, collectively, the “Ordinary Shares”) as of the close of business on July 17, 2026, Eastern Time (the “Record Date”), are entitled to vote at the Extraordinary Meeting. As of the Record Date, 2,865,936 Class A Ordinary Shares and 139,942 Class B Ordinary Shares were issued and outstanding. Two or more holders of Ordinary Shares, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

RESOLUTIONS TO BE VOTED ON

immediately following the Subdivision, the authorised share capital of the Company being altered by the cancellation of such number of unissued Class A ordinary shares of US$0.000001 par value each and unissued Class B ordinary shares of US$0.000001 par value each that will result in the Company having authorised share capital of US$10,000 divided into 7,500,000,000 Class A ordinary shares with par value of US$0.000001 per share and 2,500,000,000 Class B ordinary shares with par value of US$0.000001 per share.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

VOTING AND SOLICITATION

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary Meeting. Each Class B Ordinary Share shall be entitled to forty (40) votes on all matters subject to the vote at the Extraordinary Meeting.

At the Extraordinary Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each ordinary resolution. The affirmative vote of two thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each special resolution.  In computing the majority when a poll is demanded, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers, and regular employees, without additional compensation, in person or by telephone or electronic mail.  Copies of solicitation materials will be furnished to banks, brokers, fiduciaries, and custodians holding in their names our Ordinary Shares beneficially owned by others to forward to those beneficial owners.

VOTING BY HOLDERS OF ORDINARY SHARES

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Extraordinary Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Extraordinary Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary Meeting.

Please refer to this proxy statement for information related to the proposals.

REVOCABILITY OF PROXIES

Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Such revocation may be effected by following the instructions for voting on your proxy card. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy and authority granted to such proxy shall be deemed to be revoked. If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting.

RESOLUTION 1

TO APPROVE THE INCREASE OF THE COMPANY’S AUTHORIZED SHARE CAPITAL

General

The Board believes that it is in the best and commercial interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to increase the Company’s authorized share capital.  

The Share Capital Increase must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Extraordinary Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative. The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting in relation to amending the authorized share capital of the Company are:

the authorized share capital of the Company be increased from US$31,250,000 divided into 400,000,000 class A ordinary shares with par value of US$0.0625 per share (the “Class A Ordinary Shares”) and 100,000,000 class B ordinary shares with par value of US$0.0625 per share (the “Class B Ordinary Shares”) to US$625,000,000 divided into 7,500,000,000 Class A Ordinary Shares with par value of US$0.0625 per share and 2,500,000,000 Class B Ordinary Shares with par value of US$0.0625 per share, by the creation of an additional 7,100,000,000 Class A Ordinary Shares and 2,400,000,000 Class B Ordinary Shares (the “Share Capital Increase”).

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Increase of Authorized Share Capital.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 1, TO APPROVE THE INCREASE OF AUTHORIZED SHARE CAPITAL OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 1.

RESOLUTION 2

TO APPROVE THE VARIATION OF CLASS B ORDINARY SHARES RIGHTS

General

The Board has determined that it is in the best interests of the Company and its shareholders to vary certain rights attaching to the Class B Ordinary Shares in order to more accurately reflect the Company’s governance objectives and to align the Company’s capital structure with its long-term strategic direction. The proposed variations to the rights of the Class B Ordinary Shares consist of three components: (i) an increase in the voting rights attached to each Class B Ordinary Share from 40 votes to 200 votes per share, so as to maintain an appropriate differential in voting power relative to the Class A Ordinary Shares as the overall share capital of the Company is restructured; (ii) the express removal of any automatic conversion of Class B Ordinary Shares into Class A Ordinary Shares upon any transfer of such shares, thereby enabling holders of Class B Ordinary Shares to transfer their shares freely to any person or entity without triggering a conversion event; and (iii) the introduction of a voluntary conversion right enabling holders of Class B Ordinary Shares to elect to convert their Class B Ordinary Shares into Class A Ordinary Shares at any time on a 1:200 basis (subject to adjustment for any subdivision, consolidation or reclassification of shares).   Holders of Class A Ordinary Shares shall continue to have no right to convert their Class A Ordinary Shares into shares of any other class.

Background and Purpose

(a) Increase in Voting Rights. Currently, each Class B Ordinary Share carries 40 votes on matters put to a vote at general meetings of the Company, compared to one vote for each Class A Ordinary Share. In connection with the Share Capital Increase and the overall restructuring of the Company’s authorized share capital, the Board proposes to increase the voting entitlement of each Class B Ordinary Share from 40 votes to 200 votes. Each Class A Ordinary Share shall continue to carry one vote. The Board believes this adjustment is necessary to preserve the intended governance structure of the Company and to ensure that holders of Class B Ordinary Shares maintain a meaningful level of supervisory oversight over the Company’s long-term strategic decisions, consistent with the Company’s dual-class share structure.

(b) Removal of Conversion on Transfer. Under the Company’s existing articles of association, the transfer of Class B Ordinary Shares may trigger an automatic conversion of those shares into Class A Ordinary Shares. The Board proposes to vary the rights of the Class B Ordinary Shares to provide that no such conversion shall occur upon a transfer of Class B Ordinary Shares, irrespective of whether the transferee is an affiliate of the transferor or a third party. This variation is intended to provide Class B shareholders with greater flexibility in managing their shareholdings without the risk of inadvertently triggering a conversion of their shares.

(c) Voluntary Holder Conversion Right. The Board proposes to introduce a right for each holder of Class B Ordinary Shares to elect, at any time, to convert all or any of their Class B Ordinary Shares into Class A Ordinary Shares on a 1:200 basis (i.e., each Class B Ordinary Share converting into 200 Class A Ordinary Shares), subject to adjustment for any subsequent subdivision, consolidation or reclassification of shares. This conversion ratio reflects the revised voting differential between Class A and Class B Ordinary Shares. No corresponding right of conversion is being granted to holders of Class A Ordinary Shares, who shall continue to have no right to convert their Class A Ordinary Shares into shares of any other class.

Effects on Voting Control and Governance

The proposed Variation of Class B Ordinary Shares Rights will significantly affect the governance structure of the Company by increasing the voting power attached to each Class B Ordinary Share from forty (40) votes per share to two hundred (200) votes per share, while each Class A Ordinary Share will continue to carry one (1) vote per share.

Accordingly, holders of Class B Ordinary Shares will possess substantially greater voting power relative to holders of Class A Ordinary Shares than under the Company’s current constitutional documents. As a result, holders of Class B Ordinary Shares may be able to exercise greater influence over matters submitted to shareholders for approval, including, among other things, the election and removal of directors, amendments to the Company’s memorandum and articles of association, approval of significant corporate transactions, and other matters requiring shareholder approval under Cayman Islands law, the Company’s constitutional documents or applicable Nasdaq listing rules.

The proposed amendments are intended to preserve the Company’s long-term governance structure and provide the Company’s founders and other holders of Class B Ordinary Shares with enhanced voting rights designed to support continuity of management and long-term strategic decision-making. The Board believes that maintaining concentrated voting control may enable management to pursue long-term business objectives without undue influence from short-term market considerations.

However, shareholders should carefully consider that the proposed amendments may reduce the ability of holders of Class A Ordinary Shares, acting alone or collectively, to influence the outcome of shareholder votes. Even if holders of Class A Ordinary Shares own a substantial economic interest in the Company, their voting influence relative to holders of Class B Ordinary Shares would be significantly reduced following the effectiveness of the proposed amendments.

The Board believes that these governance arrangements are appropriate in light of the Company’s long-term strategic objectives and are consistent with dual-class share structures adopted by certain other public companies. Nevertheless, investors should understand that the proposed amendments will increase the disparity between the economic ownership represented by the Company’s Ordinary Shares and the corresponding voting power attached to those shares.

As of the Record Date, the Company had 2,865,936 Class A Ordinary Shares and 139,942 Class B Ordinary Shares outstanding. Under the current articles, the Class B Ordinary Shares represent approximately 66.1% of the aggregate voting power of the Company (5,597,680 votes out of 8,463,616 total votes). If Resolution 2 is approved, the same Class B Ordinary Shares would represent approximately 90.7% of the aggregate voting power of the Company (27,988,400 votes out of 30,854,336 total votes), assuming no other changes in the Company’s outstanding share capital. Accordingly, the voting power represented by the outstanding Class A Ordinary Shares would decrease from approximately 33.9% to approximately 9.3%.

Shareholders should also consider the potential impact of Resolution 9 (Class B Ordinary Shares Incentive Plan). If Resolution 9 is approved and Class B Ordinary Shares are subsequently issued under the Class B Incentive Plan, the voting power represented by the Class B Ordinary Shares may increase substantially beyond the percentages described above. The voting percentages presented in this Resolution 2 assume only the Company's currently outstanding Class A Ordinary Shares and Class B Ordinary Shares and do not give effect to any future issuances under the proposed Class B Ordinary Shares Incentive Plan. 

Interests of Directors and Executive Officers

Our directors and executive officers who hold Class B Ordinary Shares have an interest in the Variation of Class B Ordinary Shares Rights to the extent of their shareholdings in the Company. To the knowledge of the Board, no director or executive officer holds any direct or indirect interest in the outcome of the vote on this proposal beyond their pro-rata interest as holders of Class B Ordinary Shares.

The Variation of Class B Ordinary Shares Rights must be approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders in connection with the Variation of Class B Ordinary Shares Rights is set out below:

the rights of the Class B Ordinary Shares be varied in the manner as follows (collectively, the “Variation of Class B Ordinary Shares Rights”):

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Variation of Class B Ordinary Shares Rights.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 2, TO APPROVE THE VARIATION OF CLASS B ORDINARY SHARES RIGHTS AS DESCRIBED IN THIS RESOLUTION 2.

PROPOSAL 3

TO APPROVE THE CHANGE OF NAME OF THE COMPANY

General

Our Board has proposed to the shareholders to approve the change of the name of the Company to Nexpu Ltd. for the commercial interest of the Company (the “Change of Name”). The new name will better align with the Company’s evolving business direction and more accurately reflect the nature of its current and anticipated operations. Accordingly, our Board has concluded that it is in the Company’s commercial and best interests to change our corporate name to “Nexpu Ltd.” In addition, effective on July 16, 2026, the Company changed the trading symbol of its Class A Ordinary Shares on the Nasdaq Capital Market to “DPU.”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Change of Name.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 3, TO APPROVE THE CHANGE OF NAME OF THE COMPANY AS DESCRIBED IN THIS PROPOSAL 3.

RESOLUTION 4

TO APPROVE THE ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

General

The Board has determined that it is in the best interests of the Company and its shareholders to adopt a new fourth amended and restated memorandum and articles of association (the “New M&A”), in substitution for, and to the exclusion of, the Company’s third amended and restated memorandum and articles of association currently in effect (the “Existing M&A”). The New M&A will, among other things, incorporate certain additional amendments to the Existing M&A (the “Additional Amendments to M&A”) as described in this Resolution 4. A form of the New M&A is attached to this Notice as Appendix A. The Share Capital Increase, the Variation of Class B Ordinary Shares Rights and the Change of Name (which are conditions to the adoption of the New M&A) are addressed separately under Resolutions 1, 2 and 3 respectively.

Additional Amendments to M&A

The Board has determined it is appropriate to make the following additional amendments to the Existing M&A as part of the adoption of the New M&A (together, the “Additional Amendments to M&A”):

(i) Consolidation and Division of a Single Class of Shares. An express provision is being introduced to clarify that the Company may, by ordinary resolution, consolidate and divide all or any of its share capital, and, where there is more than one class of Shares, may do so in respect of one class only, without consolidating or dividing any other class of Shares. This provides the Company with greater flexibility in managing its capital structure on a class-by-class basis.

(ii) Variation of Rights. A clarificatory provision is being introduced to confirm that the rights conferred on holders of Shares of any class shall not be deemed to be varied solely by reason of the Company consolidating or dividing one class of Shares without affecting any other class. This amendment is intended to remove uncertainty as to whether a single-class consolidation or division could constitute a variation of rights of other classes.

(iii) Issuance of Rights, Options, Warrants, and Convertible Securities. The New M&A will expressly provide that the Company may issue rights, options, warrants, or convertible securities, or securities of similar nature conferring on holders the right to subscribe for, purchase, or receive any class of Shares or other securities in the Company at such times and on such terms as the Directors may determine. The Directors may refuse any application for Shares, and may accept any application in whole or in part, for any reason or no reason. This provision enhances the Company’s flexibility in pursuing equity-linked financing arrangements.

(iv) Change of Name. The New M&A will accordingly be updated throughout to substitute all references to the Company’s former name with the new name. The Change of Name will not affect the rights, obligations, or entitlements of any shareholder or any other terms of the Company’s constitutional documents.

Save as set out above, no other material amendments are being made to the constitutional documents of the Company by the New M&A. All capitalised terms used in the New M&A that are not otherwise defined therein shall have the same meaning as in the Existing M&A.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the adoption of the New M&A except to the extent of their ownership of Ordinary Shares.

The adoption of the New M&A must be approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders is set out below:

that, subject to and immediately following the Share Capital Increase and the Variation of Class B Ordinary Shares Rights being approved, the fourth memorandum and articles of association of the Company, a form of which is attached hereto as Appendix A (the “New M&A”), be adopted with immediate effect in substitution for and to the exclusion of the Company’s existing memorandum and articles of association in its entirety to reflect the Variation of Class B Ordinary Shares Rights, the Share Capital Increase and other amendments as set forth in the proxy statement to the notice of the Meeting:

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the adoption of the New M&A.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 4, TO APPROVE THE ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 4.

RESOLUTION 5

TO APPROVE THE SHARE CAPITAL REDUCTION AND REORGANIZATION

General

The Board has determined that it is in the best interests of the Company and its shareholders to reduce and reorganize the Company’s authorized share capital (the “Share Capital Reduction and Reorganization”), subject to and conditional upon the Share Capital Increase (Resolution 1) having been duly effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital reductions being complied with. The Share Capital Reduction and Reorganization is intended to simplify the Company’s capital structure, reduce administrative complexity associated with a higher par value, and better position the Company for future capital management activities, including the Share Consolidation described in Resolution 6.

Background and Purpose

Before the Share Capital Increase, the Company’s authorized share capital is US$31,250,000 divided into 400,000,000 Class A Ordinary Shares with par value of US$0.0625 per share and 100,000,000 Class B Ordinary Shares with par value of US$0.0625 per share. Following the Share Capital Increase, the Company’s authorized share capital will be US$625,000,000 divided into 7,500,000,000 Class A Ordinary Shares with par value of US$0.0625 per share and 2,500,000,000 Class B Ordinary Shares with par value of US$0.0625 per share. The Board believes that the current par value of US$0.0625 per share is disproportionately large in the context of the Company’s current share price and capital structure, and that a reduction in par value, together with a corresponding reorganization of the authorized but unissued share capital, would be in the best interests of the Company and its shareholders.

The Share Capital Reduction and Reorganization involves the following four sequential steps:

(i) Capital Reduction. The par value of each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share, each of US$0.0625 par value, will be reduced to US$0.000001 by cancelling US$0.062499 of the paid-up capital on each such issued and outstanding share (the “Capital Reduction”). Following the Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company will be US$0.000001.

(ii) Transfer of Capital Reduction Credit. The credit arising from the Capital Reduction will be transferred to a distributable reserve account of the Company. The Board will have discretion to utilize that reserve as permitted under the Companies Act, the Company’s memorandum and articles of association, and all applicable laws, including, without limitation, to eliminate or set off any accumulated losses of the Company from time to time.

(iii) Subdivision. Immediately following the Capital Reduction, each authorized but unissued Class A ordinary share of US$0.0625 par value will be subdivided into 62,500 Class A ordinary shares of US$0.000001 par value each, and each authorized but unissued Class B ordinary share of US$0.0625 par value will be subdivided into 62,500 Class B ordinary shares of US$0.000001 par value each (the “Subdivision”).

(iv) Cancellation of Surplus Unissued Shares. Immediately following the Subdivision, the authorized share capital of the Company will be reduced by the cancellation of such number of unissued Class A ordinary shares of US$0.000001 par value each and unissued Class B ordinary shares of US$0.000001 par value each as is necessary to result in the Company having authorized share capital of US$10,000 divided into 7,500,000,000 Class A ordinary shares with par value of US$0.000001 per share and 2,500,000,000 Class B ordinary shares with par value of US$0.000001 per share.

Effect on Shareholders

The Share Capital Reduction and Reorganization will not affect the number of issued and outstanding ordinary shares held by any shareholder, nor will it affect any shareholder’s proportionate interest in the Company or their voting rights. The rights, restrictions, and entitlements of shareholders in all other respects will remain unchanged. The Capital Reduction applies only to the paid-up capital attributable to each issued and outstanding share and does not involve any payment or return of capital to shareholders.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the Share Capital Reduction and Reorganization except to the extent of their ownership of Ordinary Shares.

The Share Capital Reduction and Reorganization must be approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders in connection with the Share Capital Reduction and Reorganization is set out below:

subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) relating to share capital reductions being complied with, the authorized share capital of the Company be reduced and reorganized from US$625,000,000 divided into 7,500,000,000 Class A Ordinary Shares with par value of US$0.0625 per share and 2,500,000,000 Class B Ordinary Shares with par value of US$0.0625 per share  to US$10,000 divided into 7,500,000,000 Class A ordinary shares with par value of US$0.000001 per share and 2,500,000,000 Class B ordinary shares with par value of US$0.000001 per share by the taking of the following steps (together the “Share Capital Reduction and Reorganization”):

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Meeting will be required to approve the Share Capital Reduction and Reorganization.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 5, TO APPROVE THE SHARE CAPITAL REDUCTION AND REORGANIZATION AS DESCRIBED IN THIS RESOLUTION 5.

RESOLUTION 6

TO APPROVE THE ADOPTION OF THE FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

General

The Board has determined that it is in the best interests of the Company and its shareholders to adopt the fifth amended and restated memorandum and articles of association of the Company (the “Fifth Amended M&A”), in substitution for, and to the exclusion of, the Company’s then-existing memorandum and articles of association, conditional upon and with effect from the effectiveness of the Share Capital Reduction and Reorganization. The primary purpose of the Fifth Amended M&A is to update the Company’s constitutional documents to reflect the changes to the Company’s authorized share capital structure resulting from the Share Capital Reduction and Reorganization approved under Resolution 4. A form of the Fifth Amended M&A is attached to this Notice as Appendix B.

Background and Purpose

Upon the effectiveness of the Share Capital Reduction and Reorganization, the Company’s existing memorandum and articles of association will no longer accurately reflect the Company’s authorized share capital structure. It is therefore necessary and appropriate to adopt the Fifth Amended M&A simultaneously with, or immediately following, the effectiveness of the Share Capital Reduction and Reorganization, so as to ensure that the Company’s constitutional documents at all times accurately state the authorized share capital of the Company and the rights, restrictions, and par value of each class of ordinary shares. The Fifth Amended M&A gives effect to these updates.

Save as required to reflect the Share Capital Reduction and Reorganization, no other material amendments are being made to the Company’s constitutional documents by the Fifth Amended M&A. The Board does not consider the adoption of the Fifth Amended M&A to result in any adverse variation of the rights of holders of any class of shares, and the rights, restrictions, and entitlements of shareholders in all other respects will remain unchanged.

Conditionality

Resolution 5 is conditional upon and will only take effect if Resolution 4 (the Share Capital Reduction and Reorganization) has been duly passed and effected. If Resolution 4 is not passed or is not effected for any reason, Resolution 5 will not be implemented, and the Company’s then-existing memorandum and articles of association will continue to remain in force without amendment.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the adoption of the Fifth Amended M&A except to the extent of their ownership of Ordinary Shares.

The adoption of the Fifth Amended M&A must be approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders in connection with this proposal is set out below:

subject to and immediately following the Share Capital Reduction and Reorganization being effected, the Company adopt the fifth amended and restated memorandum and articles of association (a copy of which is attached hereto as Appendix B) in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Capital Reduction and Reorganization.

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Meeting will be required to approve the adoption of the Fifth Amended M&A.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 6, TO APPROVE THE ADOPTION OF THE FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 6.

RESOLUTION 7

TO APPROVE THE SHARE CONSOLIDATION

General

The Board believes that it is in the best interests of the Company and the shareholders, and is hereby soliciting shareholder approval, to approve the Share Consolidation.

The Share Consolidation(s) must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the 2026 Extraordinary Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative.

Upon the determination of the specific ratio by the Board, thereby effectuating the Share Consolidation(s), the Share Consolidation(s) will be implemented simultaneously for all shares of the Company, and the Share Consolidation(s) will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Registration and Trading of our Class A Ordinary Shares

The Share Consolidation does not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Share Consolidation, the CUSIP number of our Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Class A Ordinary Shares) will be updated.

Fractional Shares

No fractional shares will be issued to any shareholders in connection with the Share Consolidation. Each shareholder will be entitled to receive one ordinary share in lieu of the fractional share that resulted from the Share Consolidation. There will be additional Class A Ordinary Shares issued as round-up shares.

Reasons for the Share Consolidation

The Board believes that the increased market price of our Class A Ordinary Shares as a result of implementing the Share Consolidation could improve the marketability and liquidity of our Class A Ordinary Shares and may encourage interest and trading in our Class A Ordinary Shares. The Share Consolidation would allow a broader range of institutions to invest in our Class A Ordinary Shares (namely, funds that are prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our Class A Ordinary Shares. The Share Consolidation could help increase analyst and broker interest in the Class A Ordinary Shares, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our Class A Ordinary Shares can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

Determination of the Ratio for the Share Consolidation

In determining the combination ratio to use, the Company considered numerous factors, including the historical and projected performance of our Ordinary Shares, the effect of the consolidation ratio on our compliance with other Nasdaq listing requirements, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Ordinary Shares in the period following the effectiveness of the Share Consolidation. The Company also considered the impact of the consolidation ratios on investor interest.

Post-Share Consolidation

Once the Company determines to carry out the Share Consolidation, each shareholder will own a reduced number of shares of the Company. Except for adjustments that may result from the treatment of fractional shares as described above, the Share Consolidation will affect all shareholders uniformly. The proportionate voting rights and other rights and preferences of the shareholders will not be affected by the Share Consolidation (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Ordinary Shares immediately prior to a Share Consolidation will continue to hold 2% of the voting power of the outstanding shares of our Ordinary Shares immediately after such Share Consolidation. The number of shareholders of record also will not be affected by the proposed Share Consolidation.

There were 2,865,936 Class A Ordinary Shares and 139,942 Class B Ordinary Shares issued and outstanding as of the Record Date. The following table contains approximate number of issued and outstanding Ordinary Shares immediately following Share Consolidation(s) at the cumulative ratios of 25-1, 100-1, 500-1 for illustrative purposes.

Book-Entry Shares 

Shareholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Share Consolidation. Shareholders who hold uncertificated shares as direct owners will be sent a statement of holding from our transfer agent that indicates the number of post-Share Consolidation Ordinary Shares owned in book-entry form.

Certificated Shares

As soon as practicable after the effective time of the Share Consolidation, shareholders will be notified that the Share Consolidation has been effected. Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation shares in exchange for certificates representing post-consolidation shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificate will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-consolidation shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will be automatically exchanged for post-Share Consolidation Ordinary Shares.

SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO. 

Accounting Matters 

The Share Consolidation will not affect the share capital account on our balance sheet. The stated capital component will be reduced proportionately based upon the Share Consolidation and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. Immediately after the Share Consolidation, the per share net income or loss and net book value of our Ordinary Shares will be increased because there will be fewer shares outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Share Consolidation. 

No Going Private Transaction 

Notwithstanding the decrease in the number of outstanding shares following the proposed Share Consolidation, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

 Material United States Federal Income Tax Consequences of the Share Consolidation

Each shareholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Share Consolidation.

 Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares.

Right to Abandon Share Consolidation

The Board may, in its sole discretion, choose not to proceed with the Share Consolidation, even if shareholders have voted in favor of this proposal. If this occurs, it will not affect the effectiveness of the other proposals. 

Resolutions

The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting in relation to consolidating the authorized share capital of the Company are:

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Share Consolidation.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 7, TO APPROVE THE SHARE CONSOLIDATION OF THE COMPANY’S SHARES AS DESCRIBED IN THIS RESOLUTION 7.

RESOLUTION 8

TO APPROVE THE ADOPTION OF A FURTHER AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION TO REFLECT THE SHARE CONSOLIDATION

General

The Board has determined that it is in the best interests of the Company and its shareholders to adopt a further amended and restated memorandum and articles of association (the “Further Amended M&A”), in substitution for, and to the exclusion of, the Company’s then-existing memorandum and articles of association, conditional upon and with effect from the effectiveness of any Share Consolidation implemented pursuant to Resolution 7. The primary purpose of the Further Amended M&A is to update the Company’s constitutional documents to reflect the changes to the Company’s authorized share capital structure resulting from any Share Consolidation.

Background and Purpose

Resolution 7 authorizes the Board, at its absolute and sole discretion, to implement one or more Share Consolidations at any time or multiple times during a period of up to 2 calendar years from the date of the Extraordinary Meeting, at such consolidation ratio (not less than 2:1 and not more than 25:1 per consolidation, and not exceeding 625:1 on a cumulative basis) and on such effective date as the Board may determine. Upon any Share Consolidation being effected, the Company’s then-existing memorandum and articles of association will need to be updated to accurately reflect the post-consolidation authorized share capital of the Company, including the revised par values and number of shares of each class.

It is therefore necessary and appropriate that shareholders authorize the adoption of a further amended and restated memorandum and articles of association to take effect simultaneously with, or immediately following, the effectiveness of each Share Consolidation, so as to ensure that the Company’s constitutional documents at all times accurately state the authorized share capital of the Company and the rights, restrictions, and par values of each class of ordinary shares. Save as required to reflect the Share Consolidation, no other material amendments will be made to the Company’s constitutional documents by the Further Amended M&A.

Conditionality

Resolution 8 is conditional upon and will only take effect if a Share Consolidation pursuant to Resolution 7 has been duly effected. If no Share Consolidation is implemented pursuant to Resolution 7, Resolution 8 will not be implemented, and the Company’s then-existing memorandum and articles of association will continue to remain in force without amendment.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the adoption of the Further Amended M&A except to the extent of their ownership of Ordinary Shares.

The adoption of the Further Amended M&A must be approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders in connection with this proposal is set out below:

subject to and immediately following any Share Consolidation being effected, the Company adopt a further amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of at least two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the adoption of a Further Amended and Restated Memorandum and Articles of Association of the Company.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 8, TO APPROVE THE ADOPTION OF A FURTHER AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 8.

RESOLUTION 9

TO APPROVE THE CLASS B ORDINARY SHARES INCENTIVE PLAN

General

The Board has determined that it is in the best interests of the Company and its shareholders to adopt a Class B Ordinary Shares incentive plan (the “Class B Incentive Plan”) to incentivize and retain key personnel who are or may be instrumental to the growth and development of the Company. The Board believes that the grant of incentive awards over Class B Ordinary Shares will align the long-term interests of eligible participants with those of the Company’s shareholders, and will enable the Company to attract and retain individuals of the highest caliber.

Background and Purpose

The Class B Incentive Plan will provide the Board with the authority to grant incentive awards in respect of Class B Ordinary Shares to such eligible participants (which may include directors, officers, employees, consultants, and advisors of the Company and its subsidiaries and affiliates) as the Board may from time to time determine, in accordance with the terms and conditions of the Class B Incentive Plan.

Incentive awards granted under the Class B Incentive Plan will entitle eligible participants to acquire Class B Ordinary Shares on terms to be determined by the Board in accordance with the Class B Incentive Plan. The Class B Incentive Plan is intended to supplement, and not replace, the Company’s existing equity incentive arrangements.

The Board is of the view that the adoption of the Class B Incentive Plan is appropriate in the context of the Variation of Class B Ordinary Shares Rights (Resolution 2) and the overall restructuring of the Company’s capital and governance arrangements, and that the Class B Incentive Plan will support the Company’s ability to incentivize and retain senior personnel who are critical to its long-term strategic objectives.

Summary of the Class B Incentive Plan

The Class B Incentive Plan, comprising a pool of 600,000 Class B Ordinary Shares, to be issued in two tranches as set forth below, a copy of the which is attached in Appendix C hereto:

Initial Tranche — 300,000 Class B Ordinary Shares

Based on the Company’s operating performance during the period from January 1, 2025 to June 30, 2026 and the contributions of the relevant management and executive team members, the Company proposes to grant 300,000 Class B Ordinary Shares as a performance-based equity award in respect of services rendered during the period from 1 January 2025 to 30 June 2026. The proposed allocation of the initial 300,000 Class B Ordinary Shares is as follows:

Vesting Schedule — Initial 300,000 Class B Ordinary Shares:

Of the initial 300,000 Class B Ordinary Shares, 25% (i.e., 75,000 Class B Ordinary Shares) shall be immediately convertible upon issuance in accordance with the Fourth Amended and Restated Memorandum and Articles of Association of the Company or the then effective memorandum and articles of association of the Company, subject to applicable corporate approval, legal review, accounting review and disclosure requirements. The remaining 75% (225,000 shares) shall not carry immediate conversion rights and shall instead vest in three equal instalments of 25% each (75,000 shares per instalment) upon satisfaction of the following performance milestones:

Remaining Tranche — 300,000 Class B Ordinary Shares (2026-2027):

The remaining 300,000 Class B Ordinary Shares of the 600,000 Class B Ordinary Shares share incentive pool are proposed to be issued in two annual tranches: 150,000 Class B Ordinary Shares in the year ending December 31, 2026, and 150,000 Class B Ordinary Shares in the year ending December 31, 2027. Each annual tranche shall be subject to a comprehensive performance assessment conducted by the compensation committee of the Company (the “Compensation Committee”), based on the following weighted criteria:

Each annual tranche shall be evaluated based on the Company’s actual operational results for the relevant period, with reference to delivery performance, revenue recognition quality, profitability and cost controls, cash collections, product commercialization progress, audit support, and compliance with applicable requirements for public companies. Following its annual assessment, the Compensation Committee may recommend full issuance, partial issuance, or no issuance of the relevant annual tranche, and shall submit its recommendation to the Board of Directors for final approval.

Potential Dilution and Voting Impact

Shareholders should carefully consider the potential impact of the Class B Ordinary Shares Incentive Plan on the Company's capital structure, voting control and potential future dilution.

As of the Record Date, the Company had 2,865,936 Class A Ordinary Shares and 139,942 Class B Ordinary Shares issued and outstanding. If the full reserve of 600,000 Class B Ordinary Shares under the Class B Ordinary Shares Incentive Plan is granted and issued, the total number of outstanding Class B Ordinary Shares would increase to 739,942, representing an increase of approximately 429% in the number of outstanding Class B Ordinary Shares compared to the Record Date.

If Resolution 2 (Variation of Class B Ordinary Shares Rights) is approved, each outstanding Class B Ordinary Share will be entitled to 200 votes. Assuming no other changes to the Company's outstanding share capital, the issuance of the initial 300,000 Class B Ordinary Shares under the Class B Ordinary Shares Incentive Plan would increase the aggregate voting power represented by the Class B Ordinary Shares from approximately 90.7% to approximately 96.8% of the Company's total voting power. If all 600,000 Class B Ordinary Shares reserved under the Class B Ordinary Shares Incentive Plan are issued, the Class B Ordinary Shares would represent approximately 98.1% of the Company's aggregate voting power, in each case assuming no other changes to the Company's outstanding share capital.

Under the proposed Fourth Amended and Restated Memorandum and Articles of Association, each Class B Ordinary Share will be convertible, at the election of its holder, into 200 Class A Ordinary Shares. Accordingly, the issuance of the initial 300,000 Class B Ordinary Shares under the Class B Ordinary Shares Incentive Plan would permit the issuance of up to 60,000,000 Class A Ordinary Shares upon conversion, while the issuance of the full 600,000 Class B Ordinary Shares reserved under the Class B Ordinary Shares Incentive Plan would permit the issuance of up to 120,000,000 Class A Ordinary Shares upon full conversion of such Class B Ordinary Shares, in each case subject to adjustment pursuant to the Company's constitutional documents.

The issuance of Class B Ordinary Shares under the Class B Ordinary Shares Incentive Plan will immediately increase the voting power of the holders of such Class B Ordinary Shares upon issuance, regardless of whether such shares are ever converted into Class A Ordinary Shares. Accordingly, the increase in voting control described above would occur upon issuance of the Class B Ordinary Shares and is not dependent upon any future conversion into Class A Ordinary Shares.

Any future issuance of Class B Ordinary Shares under the Class B Ordinary Shares Incentive Plan, and any subsequent conversion of such Class B Ordinary Shares into Class A Ordinary Shares, may substantially dilute the economic ownership of existing holders of Class A Ordinary Shares and further concentrate voting control in the holders of Class B Ordinary Shares.

Approval of the Class B Ordinary Shares Incentive Plan does not require the Company to issue all 600,000 Class B Ordinary Shares reserved under the plan. The timing, amount and recipients of future awards will be determined by the Board or the Compensation Committee, as applicable, in accordance with the terms of the Class B Ordinary Shares Incentive Plan and subject to applicable corporate approvals, the Nasdaq Listing Rules, applicable law and the Company's disclosure obligations.

The foregoing percentages and share amounts are presented for illustrative purposes only and assume that no additional Class A Ordinary Shares or Class B Ordinary Shares are issued, repurchased, converted or otherwise become outstanding after the Record Date, except as described above.

Interests of Directors and Executive Officers

Our directors and executive officers may be eligible participants under the Class B Incentive Plan and therefore have an interest in the approval of this proposal. Each such director or executive officer’s interest is limited to their potential eligibility to receive incentive awards under the Class B Incentive Plan.

The adoption of the Class B Incentive Plan must be approved by an ordinary resolution, which requires the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting. The resolution to be considered and voted upon by shareholders in connection with this proposal is set out below:

the Class B Ordinary Shares Incentive Plan, in the form attached hereto as Appendix C, be and is hereby approved and adopted, and the Board be and is hereby authorized to do all such acts and things and to execute all such documents as may be necessary or desirable to give effect to the adoption of the Class B Ordinary Shares Incentive Plan, including the grant of incentive awards to eligible participants thereunder and the issue of Class B Ordinary Shares pursuant to any such awards, subject to and in accordance with the terms of the Class B Ordinary Shares Incentive Plan.”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Class B Incentive Plan.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 9, TO APPROVE THE CLASS B ORDINARY SHARES INCENTIVE PLAN AS DESCRIBED IN THIS RESOLUTION 9.

OTHER MATTERS

We know of no other matters to be submitted to the Extraordinary Meeting.

Appendix A

Fourth Amended and Restated Articles and Memorandum of Association

Companies Act (Revised)

Company Limited by Shares

Nexpu Ltd.

FOURTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

(Adopted by special resolution passed on [DATE] and

effective from [DATE])

Companies Act (Revised)

Company Limited by Shares

Fourth Amended and Restated Memorandum of Association

of

Nexpu Ltd.

(Adopted by special resolution passed on [DATE] and
effective from [Date])

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

Companies Act (Revised)

Company Limited by Shares

Nexpu Ltd.

FOURTH AMENDED AND RESTATED

ARTICLES of association

(Adopted by special resolution passed on [DATE] and
effective from [Date])

CONTENTS

Companies Act (Revised)

Company Limited by Shares

Fourth Amended and Restated Articles of Association

of

Nexpu Ltd. (Adopted by special resolution passed on [DATE]and
effective from [Date])

Definitions

Act means the Companies Act (Revised).

Articles means, as appropriate:

and Article refers to a particular Article of these Articles.

Business Day means a day other than a public holiday in the place where the Company’s registered office is located, a Saturday or a Sunday.

Class A Shares means the class A ordinary shares of the Company with a par value of USD0.0625 each, which have the rights set forth in the Memorandum and these Articles.

Class B Shares means the class B ordinary shares of the Company with a par value of USD0.0625 each, which have the rights set forth in the Memorandum and these Articles.

Clear Days, in relation to a period of notice, means that period excluding:

Company means the above-named company.

Conversion Date means in respect of a Conversion Notice means the day on which that Conversion Notice is delivered.

Conversion Notice means a written notice delivered to the Company at its office (and as otherwise stated therein) stating that a holder of Class B Shares elects to convert the number of Class B Shares specified therein pursuant to Article 2.6(a).

Conversion Number in relation to any Class B Shares, such number of Class A Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate.

Conversion Rate in relation to the conversion of Class B Shares to Class A Shares means, at any time, on a 1:200 basis (ie. one (1) Class B Ordinary Share for every two hundred (200) Class A Ordinary Shares). The foregoing Conversion Rate shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

Conversion Right in respect of a holder of Class B Shares, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Shares into the Conversion Number of Class A Shares in its discretion.

Default Rate means 10% (ten per cent) per annum.

Designated Stock Exchanges means the Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading.

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly.

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other.

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised).

Fully Paid and Paid Up:

Islands means the British Overseas Territory of the Cayman Islands.

Member means any person or persons entered on the register of members from time to time as the holder of a Share.

Memorandum means the Memorandum of Association of the Company as amended from time to time.

Officer means a person appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression also includes a unanimous written resolution.

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Share means a Class A Share or a Class B Share in the share capital of the Company; and the expression:

Special Resolution means a resolution of a general meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes cast by, or on behalf of, Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting.

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.16.

Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

Rights of Shares

Power to issue fractions of a Share

Power to pay commissions and brokerage fees

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

Trusts not recognised

Power to vary class rights

The rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the Company’s consolidation and division of only one class of Shares, without consolidating or dividing any other class of Shares.

Effect of new Share issue on existing class rights

Capital contributions without issue of further Shares

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Register of Members

Issue of share certificates

Renewal of lost or damaged share certificates

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Form of transfer

Power to refuse registration

Notice of refusal to register

Power to suspend registration

Fee, if any, payable for registration

Company may retain instrument of transfer

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Publication of notice on a website

Time a website notice is deemed to be given

Required duration of publication on a website

Accidental omission to give notice or non-receipt of notice

Quorum

Lack of quorum

Use of technology

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Chairman

Right of a director to attend and speak

Adjournment, postponement and cancellation

Method of voting

Taking of a poll

Chairman’s casting vote

Amendments to resolutions

Written resolutions

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

Sole-member company

Right to vote

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

How and when proxy is to be delivered

Voting by proxy

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by the subscriber or subscribers to the Memorandum.

First directors

No age limit

Corporate directors

No shareholding qualification

Appointment of directors

Removal of directors

Resignation of directors

Termination of the office of director

Appointment and removal

Notices

Rights of alternate director

Appointment ceases when the appointor ceases to be a director

Status of alternate director

Status of the director making the appointment

Powers of directors

Appointments to office

for such period and on such terms, including as to remuneration, as they think fit.

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

Remuneration

Disclosure of information

Power to delegate any of the directors’ powers to a committee

Power to appoint an agent of the Company

Power to appoint an attorney or authorised signatory of the Company